CSL Therapy Better Medicine Partnership Agreement

1. Partnership Name and Purpose. The Partners agree to form a partnership under the name of Better Medicine Partnership (the “Partnership”). The Partnership will be governed in accordance with the laws of the State of Maryland. The Partnership has been formed on the terms and conditions set forth below to engage in the business of The CSL "Better Medicine partnership" merges CSL Therapy and Better Medicine to elevate patient care standards in healthcare. Combining expertise in post-surgical rehabilitation and innovative healthcare solutions, the collaboration pioneers advancements in post-surgical care. The partnership fosters market expansion and stimulates product and service innovation to enhance patient outcomes and experiences. With CSL Therapy's post-surgical rehabilitation expertise and Better Medicine's innovative healthcare solutions, the aim is to pioneer advancements in post-surgical care. The partnership also mitigates risks associated with patient care by integrating cutting-edge technologies, data analytics, and evidence-based practices. Expertise from both entities promotes a dynamic environment for continuous learning and improvement, fostering brand enhancement and strengthening their presence in the healthcare sector. Together, CSL Therapy and the partners + members of Better Medicine drive positive change, optimize patient outcomes, and establish themselves as industry leaders. and to engage in any and all other activities as may be necessary, related or incidental to carry on the business of the Partnership as provided herein.

2. Place of Business. The principal office of the Partnership will be located virtually or at such places as the Partners shall determine from time to time

5. Partners’ Capital Accounts. The Partnership will establish and maintain for each Partner a separate capital account consisting of the Partner’s capital contributions. A Partner may not withdraw any portion of capital from his or her capital account without the written consent of all Partners. Interest, at the rates and times as determined by the Partners, will be paid on the capital account of any Partner.

6. Profits and Losses. The net profits and losses of the Partnership will be divided according to: the individual event partnership agreements that will be amended to this partnership agreement. For each event, project, or program that this partnership develops between CSL Therapy & The Partner an amendment will be added to this agreement that details the financial breakdowns of that specific project.

7. Management. Each Partner has equal rights in the management of the Partnership. The Partners will devote shared time and efforts to the affairs of the Partnership to accomplish the objectives of the Partnership.

8. Roles & Responsibilities. See listed:

·         Share partner content to social media platforms through reels, stories, and posts.

·         Support partner events through attendance, email, or downline distribution.

·         Create opportunities for Partner expansion projects and programs.

·         Contribute expertise in Pre/Post-surgical competencies.

·         Offer innovative healthcare solutions and resources.

·         Enhance quality and efficiency of patient care.

·         Foster market expansion and stimulate product/service innovation.

·         Promote continuous learning and improvement.

·         Drive positive change in the healthcare industry.

·         Optimize patient outcomes.

·         Solidify positions as industry leaders.

9. Intellectual Property Ownership Rights. The Partnership maintains the following clause about intellectual property rights:

a)       Each partner maintains their own intellectual property rights.

b)       Any information, data, content, or intellectual created BEFORE the beginning of this partnership that may be shared with the other partner remains solely owned by the originating creating partner.

c)       Any content created during the partnership among the partners maintains shared ownership between the partners.

i)         Any shared ownership content created among the partners may only be distributed with outside parties with permission from the contributing partner during partnership.

ii)       ii. Upon conclusion of this partnership, content created together during the partnership shall be subject to mutual agreement between the partners regarding ownership and distribution rights. Each partner retains the right to utilize and distribute the intellectual property they contributed to the partnership as they deem appropriate, unless otherwise specified by prior agreements.

10. Confidentiality, Non Disclosure, & Non Compete.

I.                     During the term of this partnership, all discussions, information, and materials shared among the partners shall be treated as confidential and may not be disclosed to any third party without the express written consent of all partners.

II.                   Partners are not bound by exclusivity and may engage in other partnerships and agreements while ensuring the protection of confidential ideas and information exchanged within the scope of this agreement, unless explicitly specified otherwise in writing.

III.                  Upon termination of this partnership, each partner agrees to maintain the confidentiality of any personal information obtained or discussed during the partnership and refrain from disclosing such information to any other party without the prior written consent of all partners.

IV.                 Partners are not subject to any non-compete restrictions and retain the freedom to conduct business independently with other entities.

11. Public Image & Conduct. Partners agree to maintain a professional and respectful demeanor towards each other throughout the duration of the partnership. It is understood that any disagreements or conflicts arising between partners shall be addressed internally and resolved amicably, without resorting to public slander or defamation of character.

12. Voluntary Dissolution of Partnership. The Partnership may be dissolved at any time upon the consent of all Partners. The Partners shall, as soon as reasonably practicable, liquidate and wind up the affairs of the Partnership. The proceeds received in connection with the liquidation and any other remaining assets of the Partnership will be applied in the following order of priority:

a)       Payment of all debts, liabilities and obligations of the Partnership including all expenses of liquidation;

b)       Distribution to or for the benefit of the Partners for any remaining income bearing projects created through this shared partnership.

13. Partner’s Withdrawal. A Partner’s withdrawal from the Partnership will terminate the Partnership. The Partnership will be dissolved and the assets liquidated in accordance with paragraph no. 12. A Partner may be removed from the Partnership if such Partner:

•         commits fraud

•         is declared incompetent

•         commits embezzlement

•         is imprisoned

•         declares bankruptcy

The remaining Partners shall dissolve and liquidate the Partnership with the removed Partner (in accordance with paragraph no. 12). Should one of the partner’s die during this agreement, funds are to be settled in accordance with paragraph no. 12 with the deceased Partner’s estate before dissolution of the agreement.

14. Restriction on Transfer. No Partner shall transfer, assign, sell, give, pledge, hypothecate or otherwise encumber, or dispose of in any manner any or all of his or her interest in the Partnership without the written consent of all Partners.

15. New Partners. The Partnership will not admit new external Partners. This does not include any employees or chairmen that may be added to the separate companies that make up the partnership.

16. Arbitration. Any dispute arising out of or related to this Agreement that the Partners are unable to resolve by themselves shall be settled by arbitration in the State of Maryland in accordance with the rules of the American Arbitration Association. The written decision of the arbitrator(s), as applicable, shall be final and binding on the Partners. Judgment on a monetary award or enforcement of injunctive or specific performance relief granted by the arbitrator(s) may be entered in court having jurisdiction over the matter.

17. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Partners and their respective legal representatives, heirs, administrators, executors, successors and permitted assigns.

18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement.

19. Governing Law. The terms of this Agreement shall be governed by and construed in accordance

with the laws of the State of Maryland, not including its conflicts of law provisions.

20. Further Assurances. At the written request of one Partner, the other Partners shall execute and deliver such other documents and take such other actions as may be reasonably necessary to effect the terms of this Agreement.

21. Headings. The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision in this Agreement.

22. Entire Agreement. This Agreement contains the entire understanding between the Partners and supersedes and cancels all prior agreements of the Partners, whether oral or written, with respect to such subject matter.

23. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same document.

24. Amendment. This Agreement may be amended or modified only by a written agreement signed by all of the Partners. This agreement will be amended to include financial terms and agreements for every new additional project, program, or income bearing endeavor among partnering entities.

25. Notices. Any notice or other communication given or made to any Partner under this Agreement shall be in writing and delivered by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the address stated above or to another address as that Partner may subsequently designate by notice and shall be deemed given on the date of delivery.

26. Waiver. No Partner shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by any Partner of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation.